US Oil Sands Inc. (fka UERLF)

[Captain Black Bob Blanco]

STANDBY COMMITMENT

In connection with the Rights Offering, US Oil Sands has entered into a standby purchase agreement (the "Standby Purchase Agreement") with the Company’s largest shareholder, ACMO S.à.r.l. (the "Standby Purchaser"), pursuant to which the Standby Purchaser has agreed to purchase (the "Standby Commitment") all of the common shares that are not otherwise purchased by holders of the rights under the Rights Offering, subject to a maximum of US$7.5 million (including the aggregate exercise price of any rights exercised by the Standby Purchaser as a shareholder of US Oil Sands).

In consideration for providing the Standby Commitment, the Standby Purchaser will receive warrants entitling the Standby Purchaser to acquire common shares equal to 25% of the maximum number of common shares that the Standby Purchaser has agreed to acquire pursuant to the Standby Purchase Agreement, exercisable within six months after the closing of the Rights Offering and having an exercise price equivalent to the Rights Offering subscription price of C$0.015 or US$0.012 per common share.

A condition of the completion of the Standby Commitment is that US Oil Sands enters into a governance agreement which would entitle the Standby Purchaser to a third board representative if the Standby Purchaser owns at least 35% of the issued and outstanding common shares after giving effect to the Rights Offering and Standby Commitment. The Standby Purchaser currently owns 26% of the outstanding common shares and is entitled to two board representatives pursuant to an existing nomination rights agreement. Furthermore, during the 24-month period following the closing, US Oil Sands would agree not to issue any equity securities in excess of 10% of the issued and outstanding common shares in any 12 month period without the prior written consent of the Standby Purchaser.